(a) On December 26, 2011, Richard J. Kurtz, Chairman of the Board and principal stockholder, converted all of his outstanding Series D Preferred Stock, par value $1.00, with a stated value of $1,000 per share, in a private transaction in reliance on Section 4(2) of the Securities Exchange Act of 1933, as amended (the “Act”) (7,210 shares valued at $7,210,000) and Series D Accrued Dividends ($418,773) totaling $7,628,773, for restricted common stock, par value $.01, of Lapolla Industries, Inc. (the “Company”) at the closing price of the common stock as traded on the OTCBB on the last trading date (December 23, 2011) of $.33 per share, or for an aggregate of 23,117,493 shares (the “Kurtz Transaction”). The Kurtz Transaction was approved by a majority of the five disinterested directors (directors having no interest in the transaction) of the Board, which was also a majority of the Board.

(b) In connection with the Kurtz Transaction described in (a) above, the Company was required to issue 695,704 shares of restricted common stock, par value $.01, to Jay Nadel (also a director) pursuant to his February 22, 2011 Advisory Agreement's anti-dilution provision, which resulted in a corresponding share based compensation expense of $229,582 to the Company (the “Nadel Anti-Dilution Transaction”). The Nadel Anti-Dilution Transaction was approved by a majority of the five disinterested directors of the Board, which was also a majority of the Board.

SECTION 8 – OTHER EVENTS

Item 8.01.

Other Events

(a) In connection with the Kurtz Transaction described in Section 3.02, Item 3.02(a) and (b) above, the Company was required to reprice the exercise price of the aggregate outstanding 2,500,000 warrants with ComVest pursuant to their anti-dilution provisions, of which 1,500,000 warrants were repriced from $.59 per share to $.53 per share and 1,000,000 warrants were repriced from $.74 per share to $.65 per share (the “ComVest Anti-Dilution Transaction”). The ComVest Anti-Dilution Transaction was approved by a majority of the five disinterested directors of the Board, which was also a majority of the Board.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Site Links

Based on public records. Inadvertent errors are possible. Getfilings.com does not guarantee the accuracy or timeliness of any information on this site. Use at your own risk.
This website is not associated with the SEC.